Vancouver, British Columbia, Canada 13 February 2014 -- Ainsworth Lumber Co. Ltd. (TSX: ANS) (“Ainsworth”) and Louisiana-Pacific Corporation (NYSE: LPX) (“LP”) announced today that they have entered into timing agreements with each of the Canadian Competition Bureau (the “CCB”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) pursuant to which Ainsworth and LP have agreed, subject to certain conditions, that they will not consummate LP’s acquisition of Ainsworth before March 13, 2014 as the CCB and the DOJ continue their reviews.
As previously announced, Ainsworth and LP each received (a) a “supplementary information request” for additional information and documents from the CCB and (b) a “second request” for additional information from the DOJ, in connection with the previously announced plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) involving the proposed acquisition by LP of all the outstanding common shares of Ainsworth. Both Ainsworth and LP continue to work with the CCB and the DOJ as they conduct their reviews.
As a consequence of the timing agreements described above, Ainsworth and LP also announced that they have agreed to extend the outside date for completion of the Arrangement from March 4 to April 18, 2014. The Arrangement agreement permits either party to further extend the outside date for two additional 45 day periods if required to obtain certain regulatory approvals.
The closing of the Arrangement remains subject to a number of conditions, including the expiration or termination of the waiting period under the HSR Act and the receipt of other regulatory approvals and clearances including under the Canadian Competition Act. Subject to obtaining required regulatory approvals and clearances and the satisfaction or waiver of other closing conditions, it is now anticipated that the Arrangement will be completed by the end of the first quarter or during the second quarter of 2014.
Further information about the Arrangement is set out in Ainsworth’s management proxy circular dated September 24, 2013, which is available under Ainsworth’s profile on www.sedar.com and under LP’s profile at www.sec.gov.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking information provided in this news release relating to Ainsworth’s and LP’s expectations regarding the completion of the Arrangement and Ainsworth’s and LP’s future prospects and financial position are forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators and the Private Securities Litigation Reform Act of 1995. Ainsworth and LP believe that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on Ainsworth’s and LP’s beliefs and assumptions based on information available at the time the assumptions were made and on their managements’ experience and perceptions of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information (including the satisfaction of closing conditions for the Arrangement) and actual results may vary. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, factors detailed from time to time in Ainsworth’s or LP’s periodic reports filed with the Canadian Securities Administrators, the U.S. Securities and Exchange Commission or other regulatory authorities. The forward-looking information is made as of the date of this news release and neither Ainsworth nor LP assumes any obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.
Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of oriented strand board (“OSB”) with a focus on value-added specialty products for markets in North America and Asia. Ainsworth’s four OSB manufacturing facilities, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly traded company listed on the Toronto Stock Exchange under the symbol ANS. For more information, visit www.ainsworthengineered.com.
Louisiana-Pacific Corporation is a leading manufacturer of quality engineered wood building materials including OSB, structural framing products, and exterior siding for use in residential, industrial and light commercial construction. From manufacturing facilities in the U.S., Canada, Chile and Brazil, LP products are sold to builders and homeowners through building materials distributors and dealers and retail home centers. Founded in 1973, LP is headquartered in Nashville, Tennessee and traded on the New York Stock Exchange under LPX. For more information, visit www.lpcorp.com.
The website at www.ainsworthengineered.com (the “Ainsworth Website”) is operated by Ainsworth, and LP disclaims any responsibility for the accuracy or completeness of any information contained on the Ainsworth Website or on any website linked to the Ainsworth Website.
The website at www.lpcorp.com (the “LP Website”) is operated by LP, and Ainsworth disclaims any responsibility for the accuracy or completeness of any information contained on the LP Website or on any website linked to the LP Website.
Source: Louisiana-Pacific and Ainsworth